Date: August 28, 2009 Saturday                       No: 27327

ORGANIZED INDUSTRIAL ZONES IMPLEMENTATION REGULATION 

SECTION ONE

Purpose, Scope, Basis, and Definitions  

    Purpose 

    ARTICLE 1 – (1) The purpose of this Regulation is to govern the procedures and principles concerning the establishment, construction, and operation of organized industrial zones.

    Scope 

    ARTICLE 2 – (1) This regulation covers the issues related to the planning of organized industrial zones; their place selection; determination as approved boundaries of the areas outside the OIZs concerning the technical infrastructures, which are necessary for the realization of OIZs and deemed appropriate by the Ministry; approval of zoning plans, parceling plans and their amendments, licenses and permits regarding the use of land, project design, construction, and use of buildings and facilities; form and content of the establishment protocol; formation of bodies, their duties and powers as well as working procedures and principles; qualifications and numbers as well as authorization procedures of the zone director and the other personnel to be appointed in the OIZs that use credits for general administrative expenses; procedures and principles related to credit requests and their repayment; land allocations, issues related to the right to establish, use, and operate infrastructure facilities; bidding procedures and principles as well as regulation and approval of remunerations in OIZs that use credit; leasing procedures and principles, duties and working procedures of the OIZ Senior Organization; and other issues related to the implementation of the Law.

    Basis

    ARTICLE 3 – (1) This Regulation has been prepared on the basis of articles 11 and 33 of the law numbered 3143 on the Organization and Duties of the Ministry of Industry and Trade, dated January 8, 1985 and article 27 of the Organized Industrial Zones Law numbered 4562, dated April 12, 2000.  

    Definitions 

    ARTICLE 4 – (1) The following terms included in this Regulation shall have the meanings written next to them;

a) Subscriber: The participant or other persons using electricity, water, natural gas and similar infrastructure services in the OIZ,

b) LV: Low Voltage,

c) Ministry: The Ministry of Industry and Trade,

ç) Bank: The banks that operate in Turkey pursuant to the Banking Law numbered 5411, dated October 19, 2005 and carry out the transactions concerning the extension and repayment of the credits allocated from the Ministry budget, 

d) Zone Directorate: The Zone Directorate of OIZ,

e) EIA: Environmental Impact Assessment,

f) NSE: Non-sanitary enterprises,

g) Service and support areas: The areas that are planned in a way not to exceed 10% of the approved boundary size in the OIZ zoning plan where participants or tenants operate in the small manufacturing and repair, trade, education, and health sectors,

ğ) Specialized OIZ: The OIZs which include facilities that operate in the same sector group or in its sub-sectors and those OIZs that are established for logistic purposes,

h) Extension based alteration: The transactions that affect the bearing element in buildings and/or change the construction area and the projects that are attached with the license,

ı) Relevant General Directorate: The General Directorate of Small Businesses and Industrial Zones and Estates of the Ministry of Industry and Trade,

i) Zoning commission: The commission established with the Ministry Approval for the evaluation of zoning plans and amendment proposals, 

j) Zoning plan: The zoning plan formed within the area, which is selected in compliance with the Organized Industrial Zones Regulation on the Place Selection and the boundaries of which are approved by the Ministry, prepared in compliance with the plan preparation rules of the Regulation, providing the social and technical infrastructure needs within the approved boundaries and constituting a whole together with the explanation report,

k) Permission to open a business place: The Business and Work License obtained in compliance with the provisions of the Regulation on Business and Work Licenses, which became effective after being published in the Official Gazette numbered 25902 and dated August 10, 2005,

l) Law: The Organized Industrial Zones Law numbered 4562,

m) Mixed OIZ: The OIZ, which includes facilities operating in different sectors, 

n) Participant: Real persons or legal entities to whom parcels are allocated or sold for the establishment of an enterprise and those who make or undertake to make production on the parcels owned by them and operate in line with the purpose of the Law numbered 4562,

o) Participation share: The amount of the OIZ investment to be met by the institutions and organizations participating in the formation of the OIZ that is not covered by the Ministry credit, 

ö) Rate of participation share: The rates of participation share undertaken to be met by the institutions and organizations participating in the establishment of the OIZ, which shall not be less than 6%,

p) Tenant: The real person or legal entity who rents the facility of the participant in compliance with the procedures and principles determined in the Regulation,

r) OSIZ: Organized Small Industrial Zone, 

s) Approved boundary: The OIZ Fs, the boundaries of which are approved as a result of place selection and the areas that remain outside the OIZs, which are required for the activities of the OIZs and approved by the Ministry, where the facilities and connection lines concerning the technical infrastructure as well as the technical equipment areas are located, 

ş) Organized Industrial Zones (OIZs): The good and service production zones, which are formed by allocating the land parcels, the borders of which are approved, for the industry in a planned manner and within the framework of certain systems by equipping such parcels with the necessary administrative, social, and technical infrastructure areas and repair, trade, education, and health areas as well as technology development regions within the ratios included in zoning plans and which are operated in compliance with the provisions of the Law no 4562 in order to ensure that the industry gets structured in approved areas, to prevent unplanned industrialization and environmental problems, to guide urbanization, to utilize resources rationally, to benefit from information and informatics technologies, and to ensure that the types of industries are placed and developed within the framework of a certain plan,

t) Organized Industrial Zones Senior Organization (OSBÜK): The organization formed in order to enable the OIZs to help each other and solve their common problems, 

u) Shared areas: The social, administrative, and technical infrastructure, service areas and park areas that are owned and possessed by the OIZ and planned within the approved OIZ boundaries in a way that they are not smaller than 8% of the total size of the zone in order to ensure that the zone operates in line with its purposes, excluding roads, parking areas, infrastructure and energy lines, and the health protection strip,

ü) Private OIZ: The OIZ that is requested to be established by the private legal entities or real persons pursuant to article 26 of the Law numbered 4562, 

v) Parceling plan: The plan, which is drawn on fixed-dimensioned sections according to the reliovo measures to be taken in order to apply the implementation zoning plans on the land, which shows the final parceling situation, and which is taken as basis in title deed registration transactions,

y) Plan/Project/Map Owner: The OIZ personnel, who prepare and apply the plans and projects within the boundaries of the OIZ according to their fields of specialty and in compliance with the legislation and the special conditions specified in the Regulation and those considered as Plan/ Project/ Map Owners within the framework of the zoning legislation,

z) Change of process: The transactions that cause the production subject of the firm to change in part or as a whole,

aa) TEDAŞ: The Turkish Electricity Distribution Company,

bb) TEİAŞ: The Turkish Electricity Transmission Company,

cc) Technical implementation officer: The relevant professionals, whether they are the project owners or not, who supervise the construction of the building on the basis of the projects attached with the license, which are drawn up in compliance with the effective laws, zoning plans, relevant regulation provisions, Turkish Standards, scientific rules, technical specifications, scientific, artistic, and health principles, and all legislation provisions based on the education they have received and who are responsible before the relevant administrations and the chambers of which they are members as well as the building inspection firms in provinces that are within the scope of building inspection,

çç) HV: High voltage,

dd) Regulation: The OIZ Implementation Regulation.

SECTION TWO

Application

    First application

    ARTICLE 5 – (1) The place selection request, the OIZ Information Report prepared by the real persons and legal entities, who wish to establish an OIZ, and the transactions to be realized pursuant to the OIZ Place Selection Regulation shall be submitted to the Ministry together with the positive opinion of the Governorship.  

    (2) In order for the requests for a new OIZ or additional place selection to be evaluated, production or construction must start on at least 75% of the total industrial parcels in the OIZs throughout the province excluding specialized OIZs. In addition, the above-mentioned ratio shall be required for specialized OIZs that contain the same sector group. However, this ratio shall not be required to be met in Private OIZs and in projects for which the Investment Support and Promotion Agency provides investors.         

    (3) All the activities until the finalization of the place selection shall be carried out by the institutions and organizations that will participate in the establishment of the OIZ through the channel of the governorship.

Place selection

    ARTICLE 6 – (1) Place selection in OIZs shall be realized in compliance with the Organized Industrial Zones Place Selection Regulation published in the Official Gazette numbered 26759 and dated January 17, 2008.

    (2) Establishment transactions of the OIZs, the place selection of which has not been finalized, shall not be carried out.

    (3) Following the finalization of the place selection, the planning of the areas that remain outside the boundaries of the OIZ shall be realized by the Ministry of Public Works and Settlement and the relevant administrations within no later than one year. 

    Purchase of public lands and their free of charge transfer 

    ARTICLE 7 – (1) In the event that the places are selected from the lands belonging to the Treasury or public agencies or organizations and if requested and there are no objections in this respect, such places may be transferred free of charge to the OIZs in provinces that are covered within the scope of sub-clause (b) of the first paragraph of article 2 of the Law numbered 5084 and dated January 29, 2004 or sold for cash or by installments based on their values subject to charge as specified in article 63 of the Charges Law numbered 492 and dated July 2, 1964 in other provinces. 

SECTION THREE

Establishment

    Establishment 

    ARTICLE 8 – (1) The OIZ shall gain legal personality upon the approval by the Ministry and registration of the establishment protocol containing the approval of the Governor and signed by the representatives of at least one of the chambers of industry, chambers of trade and industry, or chambers of trade depending on their presence in the place where the OIZ is projected to be established, and if requested, by those of the special provincial administration or the municipality of the province, administrative district or sub-district in which the OIZ shall be located, the metropolitan municipality in Metropolises and the relevant professional organizations and associations in specialized OIZs.

    (2) In order for private OIZs to gain legal personality, the following terms shall be met:  

    a) The title deed showing that the relevant immovable property is registered in the name of the real persons or legal entities that shall establish the OIZ must be submitted, and 

    b) The compliance of the immovable property, the title deed of which is submitted, with the OIZ Place Selection Regulation and the OIZ boundaries must be approved by the Ministry.  

    Establishment protocol

    ARTICLE 9 – (1) The establishment protocol shall contain:

    a) The name of the OIZ,

    b) Its address,

    c) Participation share rates of the institutions and organizations participating in the establishment of the OIZ and the number of members, who shall represent them in the enterprising committee,

    ç) Payment terms and conditions of the participation shares,

    d) Names of the permanent and substitute members appointed in the bodies of the OIZ and the institutions and organizations represented by them,

    e) Mixed or specialized sector groups of the participants and basic qualities of the private or legal entities, which shall be allocated with places in the OIZ, and their fields of business where deemed necessary by the Ministry,

    f) Members authorized to represent and bind,

    g) Condition, signatures and date of effectiveness,

    ğ) Petition for submission to the Ministry including the approval of the Governor,

    h) Approval of the Ministry.

    (2) It shall not be obligatory to include the information specified in sub-clauses (c) and (d) in establishment protocols of the private OIZs.  

    (3) The establishment protocol shall be drawn up in two copies, it shall be registered in the OIZ Registration Book of the Ministry and a registration number shall be given to it upon approval, and a copy of it shall be retained by the Ministry while the other copy is sent to the OIZ.

    (4) Amendments to the establishment protocol shall be prepared as the current and the amended draft and made with permission of the Ministry.  

    (5) The establishment protocol shall be amended at the first general assembly meeting as the articles of association and become effective following the Ministry approval. A copy of the approved articles of associations shall be sent to the OIZ.

    Public benefit decision

    ARTICLE 10 – (1) The public benefit decision shall be given by the Ministry upon the application by the enterprising committee after the OIZ gains legal personality together with the 1/5,000 or 1/2,000 scaled cadastral section approved by the local land directorate and 1/25,000 scaled topographic map for the areas related to the technical infrastructure that is required for realization of the area and the zone, the place selection of which is finalized, and approved by the Ministry.

    (2) The Ministry may request that the area within the finalized OIZ boundaries be expropriated in stages whenever it deems necessary and take a public benefit decision in this direction, provided that the integrity of the planning is preserved.

    (3) Provisions of the Expropriation Law numbered 2942 and dated November 4, 1983 shall apply in expropriation transactions.

SECTION FOUR

Bodies

    Bodies

    ARTICLE 11 – (1) An OIZ shall comprise of the following bodies:

    a) Enterprising committee or general assembly,

    b) Board of directors,

    c) Board of auditors,

    ç) Zone directorate. 

    Enterprising committee

    ARTICLE 12 – (1) The enterprising committee is the highest decision organ of the OIZ. It comprises of 15 permanent and 15 substitute members designated by the authorized bodies of the institutions and organizations that participate in the formation of the OIZ, the place selection of which is finalized by the Ministry, from among their members.

    (2) The number of the members, who shall represent the institutions and organizations that participate in the formation of the OIZ, shall be determined in the establishment protocol by taking the ratios of their participation shares into consideration.

    (3) The members of the enterprising committee shall be elected for a period of 2 years and their membership shall terminate after they complete their terms of office in the institutions and organizations represented by them. The first substitute member in the institution or organization represented by the member, whose membership has been terminated or who has left membership, shall replace such member. The member who joins in this manner shall complete the term of office of the member replaced by him/her.

    Conditions for being elected as the member of the enterprising committee 

    ARTICLE 13 – (1) The following conditions shall be required in order to be eligible for enterprising committee membership; 

    a) Being a member of the institution or organization that constitutes the enterprising committee, assigned or participant in their bodies, 

    b) Not being imprisoned for one year or more even if the periods specified in article 53 of the Turkish Criminal Code numbered 5237 and dated September 26, 2004 pass, for committing an intentional crime or any crimes against the security of the state, the Constitutional order and the operation of this order, national defense, state secrets or any of the crimes of espionage, embezzlement, defalcation, bribery, theft, fraud, forgery, breach of faith, fraudulent bankruptcy, bid rigging, rigging the execution of an act, laundering assets earned from a crime, smuggling, tax evasion, or unjustified benefit. 

    (2) Conditions for election shall be investigated by the enterprising committee. 

    Inclusion of the participants in the enterprising committee

    ARTICLE 14 – (1) When the number of the enterprises that document their start of production in the OIZ by obtaining a business license reaches 1/3 of all the enterprises to be established in the OIZ, the participants shall be represented in the enterprising committee by members to be elected by them or by their representatives with the authority to represent and bind. 

    (2) The participant members to be included in the enterprising committee shall be determined with an election to be made during a meeting held under the presidency of the chairman of the enterprising committee or his/her deputy with the participation of the members themselves or their representatives with the authority to represent and bind on the day and at the time to be determined by the enterprising committee.

    (3) The participants to be included in the enterprising committee in organized small industrial zones comprising of cooperatives, on the other hand, shall be determined with an election to be made during a meeting held under the presidency of the chairman of the enterprising committee or his/her deputy with the participation of a representative for each cooperative to be elected during their own general assembly meetings on the day and at the time to be determined by the enterprising committee when the number of those within the 2/3 of the enterprises of cooperatives that document their start of production by obtaining a business license reaches 1/3 of all the cooperatives in the OIZ.

    (4) 7 permanent and 7 substitute members shall be elected from among the participants during the election.

    (5) The list of participants shall be prepared by the zone directorate.

    (6) The enterprising committee shall start the necessary processes for the election of the representatives within 30 days following the date on which the above-mentioned ratio is reached.

    (7) Following the determination of the participant members to be included in the enterprising committee during the stage of inclusion of the participants in the enterprising committee, the number of other members shall be determined again by taking into consideration the participation shares of the institutions and organizations included in the establishment protocol. In such situation, whether or not the members to be excluded from the enterprising committee complete their terms of duty shall not be taken into consideration.

    (8) The election announcement shall be sent by registered mail or delivered against signature at least 30 days in advance. The announcement shall also include the place and time of the meeting to be held without the requirement of a quorum and state that an election will be held after 15 days if the absolute majority of those included in the enterprises list, which is the quorum for election, cannot be achieved during the first meeting.

    (9) A chairman of the presiding board and two secretaries shall be elected with the open votes of the participants or their representatives from among themselves. The elections shall be held by secret balloting using a cell and a box and with the open counting procedure. The presiding board shall draw up the results of the elections in the form of minutes and deliver them to the enterprising committee.  

    (10) Each participant may become a candidate or be nominated by another participant.

    (11) Each participant may vote on behalf of maximum one participant with a notary certified power of attorney. 

(12) A copy of the election results shall be sent to the Ministry within no later than 30 days.                  Appointment in the enterprising committee 

    ARTICLE 15 – (1) If the Governor is the chairman during the first meeting, the enterprising committee shall elect a deputy chairman from among the members other than the representatives of the special provincial administration and the municipality, otherwise it shall elect a chairman and a deputy chairman.

    Enterprising committee meetings

    ARTICLE 16 – (1) The enterprising committee shall convene at least 3 times a month under the presidency of the chairman or the deputy chairman in the absence of the chairman with the absolute majority of its members. The decisions shall be taken with the absolute majority of those participating in the meeting. If there is a tie of votes, then the chairman’s vote shall be counted as two votes. 

    (2) The zone directorate shall perform the secretarial duties, such as the announcement of the agenda and the call for meeting.

    (3) The call for meeting that also includes the meeting agenda shall be sent by registered mail or delivered against signature at least 5 days before the date of the meeting.  

    Withdrawal from membership 

    ARTICLE 17 – (1) A member, who does not participate in 3 successive enterprising committee meetings without a valid excuse or one more than half the meetings held within 1 year, even if s/he has an excuse, shall be deemed to have withdrawn from membership.

    (2) If the member, who is deemed to have withdrawn from membership, is also a member of the board of directors or auditors, his/her membership in the board of directors or auditors shall also automatically terminate.

    General assembly

    ARTICLE 18 – (1) The formation process of the general assembly shall start with the documentation of the start of production by 2/3 of the total number of enterprises to be established in the OIZ through the submission of the business licenses or documentation of the payment of the credit debt by the OIZ using the Ministry credit and the term of duty of the enterprising committee shall terminate with the election of the boards of directors’ and auditors’ members by the general assembly. 

    (2) The Ministry shall make the announcements necessary for the timely determination of the occupancy rates. When 2/3 of the enterprises start production and obtain business licenses, the board of directors shall send a copy of these business licenses to the Provincial Directorate of Industry and Trade. The Provincial Directorate of Industry and Trade shall inform the Ministry about the situation after conducting the necessary investigation. The bank shall notify the Ministry of the payment of the total debt following the completion of the credit repayment.

    (3) Within 15 days following the completion of the documents, the Ministry shall instruct the enterprising committee to convene the first general assembly meeting. The enterprising committee shall convene the first general assembly within 6 months following the date of service of the Ministry instruction. 

    (4) If the general assembly is not called for meeting by the enterprising committee even though the necessary conditions for the general assembly meeting have been formed; the participants may apply to the court in order to obtain permission to call the general assembly for meeting. The court that grants permission for the general assembly call shall also determine the list of participants to attend the subject general assembly meeting as well as the place, date, and time of meeting. 

    (5) Any resolutions taken by the enterprising committee during the term of their duty and the financial, administrative, and promissory agreements and contracts signed by them shall continue to be valid after their term of duty expires. The enterprising committee, whose duties and powers are terminated, shall immediately transfer any and all documents, information, and records belonging to the OIZ to the board of directors.

    (6) Whether or not the enterprising committee shall continue to be on duty shall be discussed as the first item of the agenda during the first and following general assembly meetings with elections and if it is decided that the committee should continue with absolute majority of votes, it shall stay on duty for a period of two years provided that it convenes general assembly meetings every year. In such a situation, the items of the agenda other than the amendment of the establishment protocol as the articles of association, the election of the members to be included in the enterprising committee, which shall replace the item of the agenda concerning the election of the boards of directors’ and auditors’ members, and the wishes and desires item shall not be discussed. 8 permanent and 8 substitute members shall be elected for the enterprising committee at the general assembly meeting. The enterprising committee shall convene during the week following the general assembly and make the necessary membership changes pursuant to paragraph 7 of article 14 as well as the election of the boards of directors and auditors and it shall send the result to the Ministry together with the minutes of the general assembly meeting.

    General assembly meetings 

    ARTICLE 19 – (1) The general assembly shall convene as ordinary or extraordinary.

    (2) Ordinary general assembly meetings shall be held within the first six months of every year.

    (3) The extraordinary general assembly shall convene with a call for meeting whenever the OIZ activities or the provisions of the law, regulation, establishment protocol, and articles of association require.

    (4) General assembly meetings shall be held at the place where the OIZ is located.

    Bodies authorized to call the general assembly for meeting

    ARTICLE 20 – (1) The first general assembly shall be called for meeting by the enterprising committee and the following general assembly meetings shall be called by the board of directors. 

    (2) The call may be made by the board of auditors or the Ministry whenever necessary.

    (3) In addition, the general assembly shall be called for meeting by the board of directors within 15 days upon the request of at least 1/10 of the number of total participants, provided that the number of such participants is not less than four. This application shall be made jointly and by notification through the notary public.  

    (4) If this request is not fulfilled by the board of directors in time, those requesting the meeting may apply to the local court in order to obtain permission to call the general assembly for meeting themselves. By taking the request into consideration, the court shall determine the agenda, the list of participants, who shall attend the general assembly meeting, and the party that shall meet the expenses of the meeting. 

Form of call for meeting

    ARTICLE 21 – (1) Calls for ordinary and extraordinary meetings shall be sent by registered mail or delivered against signature. 

    (2) The call shall be made at least 15 days before the date of the meeting. The activity reports of the boards of directors and auditors, the balance sheet, income-expense or profit/loss tables, the estimated budget and the work program as well as other information and documents that are considered appropriate shall be sent together with the call, which shall contain the place, date, time, and agenda items of the meeting. A copy of each of these documents shall be available during the general assembly meeting.

    (3) The call shall also contain the date, time, and place of the next meeting to be held in case majority cannot be achieved at the first meeting. The time between the meetings may not be less than 7 and more than 15 days. 

    (4) The dates of announcement and meeting shall not be included in the calculation of these periods.

    Inability to hold general assembly meetings

    ARTICLE 22 – (1) A general assembly meeting cannot be held in the following situations: 

    a) The matters specified in article 21 are not fulfilled,

    b) At least one person each from the boards of directors’ and auditors’ members is not present.

    (2) However, if all the participants of the OIZ are present and there are no objections, the meeting may be held even if the provisions regarding the call for meeting are not complied with, provided that the other provisions concerning general assembly meetings are reserved.

    (3) The condition specified in sub-clause (b) of this article shall not be required in general assembly meetings held upon the decision of the court and call by the Ministry.

    Ministry representative 

    ARTICLE 23 – (1) At least one representative from the relevant general directorate shall be present at the ordinary and extraordinary general assembly meeting to represent the Ministry. 

    (2) Within the framework of the provisions of the Regulation on the General Assembly Meetings of Capital Stock Companies and the Ministry of Industry and Trade Commissaries to be Present at these Meetings, which was published in the Official Gazette numbered 22720 and dated August 7, 1996, the Ministry representative shall supervise whether or not the meeting is held in compliance with the law, regulation, establishment protocol, and articles of association and deliver a copy each of the documents proving that that call for meeting was made according to the relevant procedure as well as the list of participants and the general assembly minutes to the Ministry.

    (3) Twice the amount of the highest domestic per diem allowance paid to civil servants, which is determined with sub-clause (I-B) of schedule (H) of the Budget Law every year, shall be paid to meet the obligatory expenses of the Ministry representatives appointed at the general assembly meetings of OIZs. This shall be three times the said amount for official holidays. 

    (4) The amount remaining after the taxes and statutory deductions corresponding to these amounts are deducted by the relevant OIZ to be paid to the tax office within the specified periods shall be deposited in an account to be opened in the Turkish Ziraat Bank in Ankara in the name of the General Directorate. 

    (5) The expenses of travel to and from the venue of the meeting as well as accommodation expenses shall be met by the relevant OIZ. 

    (6) If the general assembly meeting is postponed or annulled for any reason after the appointment of the Ministry representative for such meeting, the expenses incurred by the OIZ shall not be reimbursed. 

    Application to the Ministry and the documents to be sent 

    ARTICLE 24 – (1) The date, place, and agenda of the general assembly shall be notified to the Ministry in writing at least 30 days before the meeting. 

    (2) The document proving that the fee in the amount determined by the Ministry for the representative was deposited in the account to be opened in the Turkish Ziraat Bank in Ankara in the name of the General Directorate shall be enclosed with this notification and the appointment of a representative shall be requested. 

    Agenda of the general assembly

    ARTICLE 25 – (1) The agenda of an ordinary general assembly meeting shall include the following items: 

    a) Reading of the boards of directors’ and auditor’s activity reports, 

    b) Reading of the audit reports prepared by the certified public accountant, 

    c) Reading of the balance sheet and the income-expense table, 

    ç) Discussion of the boards of directors’ and auditor’s activity reports, independent audit reports, the balance sheet and the income-expense table,

    d) Approval or rejection of the balance sheet,

    e) Release of the boards of directors’ and auditor’s members, 

    f) Election of new members to replace the boards of directors’ and auditor’s members, whose terms of office expire, 

    g) Discussion and decision on the next year’s budget and work program, 

    ğ) Discussion on other matters, provided that they are explicitly written in the agenda.  

    (2) The agenda of the extraordinary general assembly meeting shall be determined according to the purpose of the call.

    (3) Any matters to be notified jointly and through notary public notification at least 10 days before the date of the general assembly meeting by at least 1/10 of the number of total participants, provided that the number of such participants is not less than four, shall also be included in the agenda.

    (4) Any matters not included in the agenda may not be discussed at the meeting. However, upon the written request of at least 1/10 of the number of total participants or representatives, provided that the number of such participants is not less than four, following the election of the Presiding Board and before passing to the discussion of the agenda items; matters related to the 

    a) Election of the account investigation commission, 

    b) Postponement of the examination and discharge of the balance sheet, 

    c) Call of the general assembly for a new meeting, 

    ç) Annulment of the board of directors’ resolutions that are claimed to be in contradiction with the law, Regulation, establishment protocol, articles of association, good faith principles, and general assembly resolutions, 

    d) Dismissal of the boards of directors’ and auditor’s members and election of new members to replace them 

    shall be included in the agenda with the acceptance of the absolute majority of those participating in the general assembly.

    (5) In addition, items may be added to the agenda if all the participants are present and there are no objections from any of them.

    List of participants

    ARTICLE 26 – (1) The board of directors shall be obliged to prepare, before each general assembly meeting, a list of participants showing the names and residences of all participants or representatives and containing the sections to be signed as principal or by attorney. 

    (2) This list shall be signed by those attending the meeting, the chairman and members of the presiding board and by the Ministry representative by writing their names.

    Meeting and decision quorum 

    ARTICLE 27 – (1) At least one fourth of the participants registered with the OIZ or their representatives must be present at the meeting in order for the general assembly to convene and discuss the items of the agenda. If a sufficient number of participants are not present during the first meeting, then quorum shall not be required at the second meeting.

    (2) Resolutions at general assembly meetings shall be taken with the votes of the absolute majority of those, who signed the list of participants.  

    Opening of the general assembly meeting and the presiding board

    ARTICLE 28 – (1) The general assembly meeting shall be opened by the persons authorized by the body making the call upon the determination that the application for the presence of the Ministry representative was duly made and the relevant actions were taken in compliance with the regulation and after achieving the quorum for the meeting. Then a chairman of the presiding board and a deputy chairman as well as a sufficient number of secretary members and a vote collector shall be elected. 

    (2) The chairman and members of the presiding board must be elected from among the participants or representatives.

    Voting rights and representation at the general assembly

    ARTICLE 29 – (1) Each participant in the OIZs that obtain the right to hold general assembly meetings shall be represented at the general assembly by itself or a representative authorized to represent and bind it. The participants, who are real persons, and real persons, who represent legal entities, shall participate in the general assembly provided that such real persons representing legal entities submit a document issued within the past three months and certified by the relevant trade registry office proving that they are authorized to represent and take binding actions pursuant to the registered articles of association of the legal entity they represent.

    (2) The participants shall be represented at the general assembly with notary public certified powers of attorney. Those participating in the general assembly with the capacity of attorney may only represent one participant. 

    (3) Tenants may participate in the general assembly as audience.

     (4) In order for the participants to be represented by attorney, the document certified by the trade registry office for the real person, who is authorized to represent and take binding actions on behalf of the principal participant, must be submitted. The power of attorney must include the full trade name of the participant, the date of the general assembly meeting for which it was issued, the name and surname of the attorney, and the name, surname, and signature of the principal participant. Private or general powers of attorney that do not contain any one of this information shall be invalid. The powers of attorney shall be valid for the meeting, for which they are issued, and the general assembly meeting, which is legally considered as the continuation of such meeting. Any meetings to be held in case the original general assembly meeting is postponed due to request of the minority or with the decision of the general assembly or by any reason whatsoever, shall be considered as the continuation of the previous meeting, provided that the agenda is not changed. 

    (5) Chairmen and members of the enterprising committee and the boards of directors and auditors may not be appointed as attorneys.

    (6) Chairmen and members of the boards of directors and those who are involved in the performance of the OIZ’s activities in any manner whatsoever may not participate in voting for decisions concerning the release of the board of directors. Members of the board of auditors may not exercise voting rights in their own releases.

    (7) None of the participants may exercise his/her voting right in discussions regarding a personal business or dispute between himself/herself, his/her spouse, ancestors or descendents and the OIZ outside the scope of participant relations.

    (8) In OIZs formed by cooperatives and industrialists, each of the cooperatives shall be considered as one participant and they shall be represented by one representative to be designated by them at the general assembly.

    (9) A group or a cooperative formed by small industrial enterprises in OIZs shall be represented at the general assembly by a member to be elected by them from among themselves. The group formed by small industrial enterprises shall elect their representative member and his/her substitute with an election to be made during a meeting held with the participation of the subject enterprise owners or their representatives with the authority to represent and bind on the day and at the time to be determined and notified to those concerned 7 days in advance by the zone directorate. If the zone directorate does not hold a meeting to elect the representative before the call for the general assembly, the group shall notify the name of the representative to be elected from among its members to the OIZ. The member, who shall represent a cooperative, shall be elected by the general assembly of such cooperative.    

    (10) Real persons or legal entities that are qualified as participants in the fields of small manufacturing and repair, trade, education and health services and that operate on an independent parcel in the OIZ may attend the general assembly as representatives. If there are several enterprises on these parcels, these enterprises shall be represented at the general assembly by a member to be elected by them from among themselves. The size of the independent parcel may not be smaller than 3,000 sqm in specialized OIZs and those in priority regions for development and 5,000 sqm in other OIZs.

    (11) However, the number of participants to attend the general assembly from support and service areas may not exceed 10% of the number of participants at the general assembly.

    Voting procedure

    ARTICLE 30 – (1) Votes shall be used by raising hands at the general assembly. However, if decided with by the absolute majority of those participating in the general assembly, secret balloting may be realized for any matter. If there are several candidates, the elections shall be held by secret balloting using a cell and a box and with the open counting procedure. 

    Non-release of the bodies

    ARTICLE 31 – (1) In case the boards of directors’ and auditors’ members are not released, their terms of duty shall be considered to have expired and an election shall be considered to have been added to the agenda and these boards shall be elected again. The boards of directors’ and auditors’ members, who are not released, may not be re-elected for these bodies at the same general assembly.

    (2) In addition, an account investigation commission shall be formed in order to investigate the matters that constitute a basis for non-release or the new board of auditors to be elected shall be appointed as the account investigation commission. The account investigation commission shall present its report for the information and approval of the members at the extraordinary general assembly meeting to be held within no later than 3 months. 

    (3) A copy of the subject report shall be given to the boards of directors or auditors that are not released to provide them with the opportunity to defend themselves.

    (4) In order for a legal liability suit to be filed against the boards of directors’ and auditors’ members, who are not released, a resolution in this direction must be taken at the general assembly. If anything constituting a crime is determined in the report of the account investigation commission, the board of auditors shall file a criminal complaint against those concerned. 

    Minutes of the general assembly

    ARTICLE 32 – (1) Minutes containing the elections held and resolutions taken by the representatives shall be drawn up in order for the general assembly meetings to be valid. Those opposing the resolutions taken during general assembly meetings shall get their oppositions recorded in the minutes together with their justifications. The number of those participating in the meeting as principal and by attorney as well as the number of votes used shall also be given in the minutes.

    (2) Minutes of the general assembly shall be signed by the chairman and members of the presiding board and by the Ministry representative.

    Announcement of general assembly resolutions

    ARTICLE 33 – (1) The documents proving that the call for meeting was realized in compliance with the relevant procedure as well as the list of participants and the minutes of the general assembly meeting shall be posted at the Zone Directorate for a period of 15 days. A copy of the announcement shall be sent to the Ministry at the end of the subject period.

    Annulment of general assembly resolutions 

    ARTICLE 34 – (1) The persons written below may apply to the relevant court in the place where the OIZ is located against general assembly resolutions claiming that they are in contradiction with the matters specified in the law, regulation, establishment protocol, and the articles of association and good faith principles within 30 days starting with the date of the meeting:

    a) Participants, who were present at the meeting, opposed to the resolutions, and got this opposition recorded in the minutes, who were not allowed to use their votes in an unjust manner, or who claim that the call for meeting was not made in compliance with the relevant procedure, the agenda was not announced and notified as required, or that persons, who were not authorized to attend the general assembly meeting, participated in the taking of the resolution, 

    b) Board of directors, 

    c) Each of the boards of directors’ or auditors’ members, if they are personally responsible for the enforcement of the resolutions.  

    (2) The fact that an action for annulment was filed against the general assembly resolution and the date of the hearing shall be duly announced by the board of directors.  

    (3) Annulment of the general assembly resolution shall be binding for all participants. If the annulment decision is finalized, the copy of the judgment regarding this matter shall be posted at the Zone Directorate for a period of 5 days and sent to the Ministry at the end of this period.   

    Duties and authorities of the enterprising committee and the general assembly

    ARTICLE 35 – (1) The duties and authorities of the enterprising committee shall be as follows:

    a) To fulfill the matters specified in the instruction letter of the Governorship following place selection,

    b) To prepare the amendment draft for the establishment protocol and to make the amendment by taking the permission of the Ministry,

    c) To allocate lands,

    ç) To determine the principles related to the sales of lands,

    d) To hold the general assembly meeting when the necessary conditions are established, 

    e) To submit the organization chart of the zone directorate and the positions of the personnel to the approval of the Ministry in OIZs that use credit,

    f) To issue internal bylaws when necessary and to transfer them to the draft of the articles of association at the general assembly stage, provided that such bylaws are not in contradiction with the Law and the Regulation. 

    (2) The duties and authorities of the general assembly shall be as follows:

    a) To decide to annul the establishment protocol and accept the OIZ articles of association, 

    b) To determine the land allocation and sales criteria if there are any lands that have not been allocated or sold, and to authorize the board of directors in this respect,

    c) To decide whether or not to annul the board of directors’ resolutions that are claimed to be in contradiction with the law, regulation, articles of association, good faith principles, and general assembly resolutions,

    ç) To determine the names of avenues and streets,

    (3) The common duties and authorities of the enterprising committee and the general assembly shall be as follows: 

    a) To take the necessary resolutions and measures in order to ensure that the establishment purpose of the OIZ is realized and it is operated in the most ideal manner,

    b) To fulfill the commitments and liabilities before the Ministry and to take the necessary measures in this respect,

    c) To elect and release the boards of directors’ and auditors’ members of the OIZ, to dismiss them when necessary, and to approve or reject the balance sheet,

    ç) To approve the organization chart of the zone directorate and the positions of the personnel and to determine the principles regarding the qualifications of the personnel, to take decisions regarding the appointment and dismissal of the zone director and to determine the principles concerning the appointment and dismissal of the zone directorate personnel, 

    d) To determine the minimum and maximum limits for the attendance fees and monthly wages to the paid to the boards of directors’ and auditors’ members and for the wages and social benefits to be paid to the zone director and the OIZ personnel,

    e) To take a resolution to participate in the Senior Organization and to determine its representatives,

    f) To decide that the OIZ expands or merges with another OIZ and to determine the conditions for such merger,

    g) To determine the principles regarding zoning and parceling plans and their amendments as well as those concerning the granting of licenses and permits,

    ğ) To decide that the OIZ participates in the managing companies of Technology Development Zones and companies that are established with the aim of operating as R&D and innovation center or institute and to determine the principles in this respect,

    h) To ensure cooperation among OIZs on all sorts of technical and administrative matters,

    ı) To decide about the disputes that might arise between the participants and the board of directors, board of auditors, or zone directorate of the OIZ, by obtaining the opinion of the Ministry when necessary, 

    i) To approve the investment programs, new investments, and budget of the OIZ,

    j) To ensure that the monies and other resources belonging to the OIZ are used in compliance with its purpose of establishment and to supervise such use,

    k) To determine the management dues and remunerations for services according to parcel sizes,

    l) To determine the principles related to the sales, renting, bartering, and similar transactions concerning the movable and immovable properties that belong to the OIZ,

    m) To determine the principles related to the infrastructure participation shares and electricity, water, natural gas, and similar costs, 

    n) To determine the procedures and principles related to the decisions to be taken on the sales and purchases to be made for the OIZ, construction of infrastructure, social facilities, and treatment facilities, and all tenders including projects as well as the carrying out of transactions and finalization of tenders,

    o) To take the necessary decisions regarding the establishment and operation of infrastructure and general service facilities required by the OIZ such as electricity, water, sewerage, natural gas, treatment facilities, roads, communication, and sports facilities; realization of their distribution and sales by buying them from public and private agencies; and establishment and operation of production facilities and joint health and security units within this framework,

    ö) To take, give, and lift pledges and mortgages, 

    p) To determine the principles with regard to getting all sorts of accounts and transactions of the OIZ examined by certified public accountants,

    r) To determine the principles related to the terms of payment of the management dues, electricity, water, natural gas, and similar costs, and infrastructure participation shares, if any, which shall be collected from the participants and the tenants, and the fines to be applied in case of delayed payments,

    s) To prepare and carry out clustering projects with the aim of ensuring the clustering of at least one sector included in the OIZs within their region, to get a cluster analysis conducted, to ensure and sustain cooperation with the relevant public and private organizations related to projects and similar activities for education, joint purchasing, firm matching, and joint center establishment at the stage of cluster development, and to contribute to the financing of these projects,

    ş) To get involved in the OIZ Information Web Site of the Ministry and to ensure that the information on the inquiry page is updated at desired intervals, 

    t) To take decisions related to the electricity activities of the OIZ based on the principles of the Regulation on the Electricity Market Activities of Organized Industrial Zones published in the Official Gazette numbered 26391 and dated December 29, 2006,

    u) To ensure the forestation, landscaping, maintenance, and protection of primarily the health protection strip included in the OIZ zoning plan and the continuity of such landscaping pursuant to the National Forestation and Erosion Control Mobilization Law numbered 4122 and dated July 23, 1995, 

    ü) To authorize the board of directors with regard to obtaining credit related to investments,

    v) To determine the principles of the protocol to be drawn up for receiving services from other OIZs, the OSBÜK, or Investment Support Offices related to the works and transactions to be realized with regard to the fields, in which OIZ has personnel shortages, provided that the responsibility remains with the OIZ,

    y) To take decisions regarding the delegation of its duties and authorities to the board of directors except for those related to the amendment of the establishment protocol or articles of association of the OIZ, holding general assembly meetings, formation and release of bodies, approval or rejection of the balance sheet, approval of the investment program and budget of the OIZ, determination of the attendance fee per meeting or monthly wage to be paid to the boards of directors’ and auditors’ members, expansion or merger of the OIZ with another OIZ and determination of merger conditions, deciding to participate in the senior organization and determination of representatives, determination of management dues and remunerations for services according to parcel sizes, and appointment and dismissal or the zone directorate, 

    z) To perform other duties assigned to it by the law, regulation, establishment protocol, articles of association, and similar regulations.

Liability of the members of the enterprising committee 

    ARTICLE 36 – (1) Members of the enterprising committee shall be liable for any damages that might arise from their not performing or failure to perform properly the duties assigned to them by the law, regulation, establishment protocol, articles of association, and similar regulations and from their own faults.  

    (2) Members of the enterprising committee shall be obliged to keep confidential any commercial or operational secrets they might have learned during their activities even if their duties have expired.

    (3) Members of the enterprising committee shall be punished as public officers for any crimes they might commit related to the monies and negotiable instruments or commercial papers of the OIZ as well as its properties, balance sheet, minutes, reports, books, records, and documents.

    B